EXHIBIT 3

                           TEXT OF AMENDMENT TO BYLAWS

Section 10.     Qualification.

     A. Any Person nominated, appointed or elected to the Board of Directors, or
serving on the Board of  Directors,  in order to  qualify as such,  shall own at
least 100 shares of the Corporation's common stock.

     B. Any person nominated, appointed or elected to the Board of Directors, in
order to qualify as such,  shall  reside or work in a county in which  Provident
Bank (the banking  subsidiary  of the  Corporation)  maintains an office or in a
county  contiguous to a county in which  Provident Bank maintains an office.  So
long  as  the  person  serves  as  a  Director  continuously  thereafter,   this
requirement  10.B applies only at the time of first (1) nomination and election,
or (2) appointment.